MICROSOFT SOFTWARE LICENSE TERMS
MICROSOFT DYNAMICS AX 2012
These license terms are an agreement between Microsoft Corporation (or based on where you are located, one of its affiliates) and you. Please read them. These license terms supersede any license terms embedded in the software. These terms apply to the software named above, including the media on which you received it, if any. The terms also apply to any Microsoft
updates,
supplements,
Internet-based services, and
support services
for this software, unless other terms accompany those items. If so, those terms apply.
By installing, having installed, or using the software, you accept these terms. If you do not accept them, do not install, have installed or use the software.
If you comply with these license terms, you have the rights below.
1. OVERVIEW.
a. Software. The software may include
- server software;
- client software that can be installed on devices and/or used with the server software;
- additional components that may be separately licensed; and
- any updates or supplements for the software.
b. License Model. The software is licensed based on two models
- Access License Model - the number of instances of ERP solutions that you run, the number of your users or devices that access the ERP solution, and additional components you license; or
- Server + Client Access License Model - the number of instances of ERP solutions that you run, the number of your users or devices that access the ERP solution, the server software functionality accessed and the tasks enabled by those users or devices.
2. DEFINITIONS.
- “affiliate” means any legal entity that owns, is owned by, or that is under common ownership with a party;
- “business process outsourcing” means the contracting of a specific critical or non-critical business task, function or process to a third-party service provider, where (i) the services provided include direct or indirect access to the software, and (ii) the software license is not obtained directly from Microsoft;
- “CAL” means client access license;
- “client software” means the software that allows a device to access or use the server software or to use certain aspects of the server software when disconnected from the server;
- “device” means a single personal computer, workstation, terminal, handheld computer, personal digital assistant, or other electronic device;
- “ERP” means enterprise resource planning;
- “ERP solution” means the underlying database that controls your users and financial reporting units;
- “instance” means executing the software’s setup or install procedure. You also create an instance of software by duplicating an existing instance. References to software in these license terms include “instances” of the software;
- “ownership” means more than 50% ownership;
- “partner” means the channel partner that has signed an agreement with Microsoft authorizing that partner to market and distribute the software;
- “run an instance” means loading an instance of the software into memory and executing one or more of its instructions. Once running, an instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory;
- “server” means a physical hardware system capable of running server software. A hardware partition or blade is considered to be a separate physical hardware system;
- “server software” means the software that provides services or functionality on your server;
- “third party user” means any user that is not your or your affiliates’ employee, contractor or agent; and
- “you” means the legal entity that has agreed to these license terms and your affiliates.
3. INSTALLATION AND USE RIGHTS.
a. License keys. You may not duplicate license keys without Microsoft’s prior written consent.
b. Server software. You may run an unlimited number of instances of the server software to access your ERP solution. However, you may only use the number of instances that your license key permits.
c. Client software. You may run an unlimited number of instances of the client software. However, you may use the client software only with the server software.
Additional Components. If additional components are available, you may run an unlimited number of instances of the additional components you have licensed for your ERP solution. You must obtain a separate license for each ERP solution if you wish to install an additional component for multiple ERP solutions. For additional information and license restrictions regarding additional components, see www.microsoft.com/en-us/dynamics/erp-how-to-buy.aspx.
4. TERMS SPECIFIC TO ACCESS LICENSE MODEL. In addition to the server software license, you must acquire user licenses for the total number of users that access the ERP solution directly or indirectly. User licenses are specific to an ERP solution and may not be used with or shared among different ERP solutions. You may license concurrent users, named users, device CALs or the external connector depending on the type of access to the ERP solution that the user requires. For users that are your or your affiliates’ employees, contractors or agents, you must license concurrent users, named users and/or device CALs. For all other access to the ERP solution, including access where no individual users are involved, you must license the external connector, concurrent users, named users or device CALs. The types of user licenses are:
a. “concurrent users” are licenses that allow any individual to access the ERP solution. The number of concurrent users licensed refers to the maximum number of individuals that may access the ERP solution simultaneously;
b. “device client access licenses” or “device CAL” are licenses that permit one point of sale device or limited device, used by any user, to access the ERP solution indirectly.
- “point of sale device” or “POS device” means one device, used by any user, to access your ERP solution for the purpose of completing customer-facing sales or services transactions;
- “limited device” means a single-purpose device, used by any user, to access your ERP solution indirectly for either capturing or displaying data;
c. “external connector” is a license that allows any third party user to access a single ERP solution. You must assign each external connector license you acquire to an ERP solution. Each external connector license assigned to an ERP solution permits any number of third party users to access that ERP solution. You do not need concurrent, named user or device CAL licenses for those third party users. You may not use the external connector for business process outsourcing purposes. However, you may use the software to provide business process outsourcing services to unaffiliated third parties provided that they do not access the software or the ERP solution.
d. “Named users” are licenses that are specific to individual users and may not be shared among those users. You may select the light user or the Employee Self-Service (ESS) user as named user types. You may permanently reassign your named user from one individual user to another;
• “Light User” means a named user who accesses your ERP solution indirectly for purposes of using a limited set of services or functionality.
• “Employee Self-Service User” means a named user who accesses your ERP solution indirectly solely for purposes of completing one or more of the tasks described below:
- employee time and attendance: tasks related to registering hours, clock-in and clock-out, excluding registering hours related to discrete projects.
- employee requisition: tasks related to employee requisitions including but not limited to purchase, leave of absence or services requests.
- employee human resource management: tasks related to keeping employee details up-to-date including contact information, employee history, absence, vacation, training, education, compensation review, benefits, recruitment or applications.
- employee travel and expense: tasks related to managing the expense submittal, approval and the associated workflow for employee expenses.
For additional information about the types of user licenses and the license restrictions regarding user licenses, see http://www.microsoft.com/dynamics/purchase/editionsandlicensing.mspx.
5. TERMS SPECIFIC TO SERVER + CLIENT ACCESS LICENSE MODEL
a. Client Access Licenses (CALs).
• You must acquire and assign a CAL to each device or user that accesses your instances of the server software directly or indirectly.
- You do not need CALs for any of your servers licensed to run instances of the ERP solution.
- You do not need CALs for the first user that accesses your instances of the ERP solution solely for the administrative purposes.
- You do not need CALs for third party users who access the ERP solution through applications other than the client software.
- Your CALs permit access to your instances of earlier, but not later versions of the server software. If you are accessing instances of an earlier version, you may also use CALs corresponding to that version.
• Types of CALs. There are two types of CALs: one for devices and one for users. Each device CAL permits one device, used by any user, to access specific menu items in the server software to perform a defined set of tasks. Each user CAL permits one user, using any device, to access menu items in the server software to perform a defined set of tasks. The tasks a CAL entitles you to perform are defined at each CAL type level and are associated with a specific set of menu items in the ERP solution.
• “Menu Item” means an object that allows users to execute any of the following actions within the ERP solution (i) display or view a form, subform or URL (Uniform Resource Locator) in a browser application; (ii) run a task that triggers a system class, function, workflow or web-action initiated by a user; or (iii) cause an output in the ERP solution or a separate device. The menu item objects can be run in 2 modes: read-only (view data) or maintain (update, add, delete or authorize data). If a user or device performs tasks that execute menu items corresponding to a CAL type that has greater functionality than the CAL you purchased, then you need to step up your CAL to the higher CAL type that corresponds to the menu item you executed. In case of doubt about the description of the tasks performed by each CAL type or discrepancies between the tasks a user is entitled to perform and the menu items effectively executed, the list of menu items executed by each user dictates the CAL type you must license. You may use a combination of device and user CALs. For additional information about the menu items executed by each CAL type please see https://mbs.microsoft.com/customersource/documentation/userguides/MSDYAX2012_SoftwareLicensingTermsA ddendum.
• User CALs. The types of user CALs are:
• “Enterprise CAL” this license permits one user unrestricted access to all of the functionality in the server software including setting-up, administering and managing all parameters or functional processes across the ERP solution;
• “Functional CAL” this license permits one user to access limited functionality in the server software to perform solely the list of tasks described below and only for purposes of managing processes related to designing, creating, manufacturing, selling, delivering or supporting your products or services:
- manage a shop-floor within a production or manufacturing cycle;
- manage projects and resources;
- manage human resources cycles;
- manage budget transfers and organizational requests;
- create applicants or employee master data records;
- create a job or a position requisition;
- escalate or request approval of invoices pertaining to their clients;
- approve vendor invoices or vouchers for services rendered;
- create and manage master data records pertaining to customers, vendors, product inventory or catalogs; and/or
- approve requests from Self-Serve CAL or Task CAL users.
• “Self-Serve CAL” this license permits one user to access limited functionality in the server software solely for purposes of performing the list of tasks described below:
- create expense reports;
- manage personal data such as benefit enrollments;
- make time and attendance entries such as registering hours, clock-in and clock-out;
- enter employee service requisitions;
- prepare indirect procurement requisitions pertaining to products or services for the employee-user such as travel, office equipment, stationery;and/or
- make requests to add or enroll vendors.
• “Task CAL” this license permits one user to access limited functionality in the server software to perform solely the list of tasks described below and only for purposes of managing billable transactions or cost management transactions:
- enter billable time;
- enter billable expenses;
- manage performance and annual reviews, goal setting and competencies;
- approve vendor invoices pertaining to indirect procurement; and
- Task CAL users cannot perform workflow approvals.
• Device CALs. The types of Device CALs are:
- “Device Client Access Licenses” or “Device CAL” is a license that permits a device, used by any user, to directly or indirectly access the ERP solution irrespective of the task performed;
- “Limited Device CAL” is a license that permits a single-purpose device, used by any user, to indirectly access the ERP solution to asynchronously feed data utilizing a staging data repository, for example bar code readers.
• Reassignment of CALs. You may
- permanently reassign your device CAL from one device to another, as long as the new device complies with the limitations applicable to the specific device CAL type;
- permanently reassign your user CAL from one user to another; or
- temporarily reassign your device CAL to an alternate device while the first device is out of service, or your user CAL to a temporary worker while the user is absent.
6. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.
a. Multiplexing. Hardware, software or any other manual mechanism you use to
• pool connections,
• reroute information,
• reduce the number of devices or users that directly or indirectly access or use the software, or
• reduce the number of devices or users the software directly manages,
(sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses you need.
b. Third Party Hosting. You may have a third party host the software on your behalf solely for access by you and your affiliates. You may not permit your third party hosting vendor to allow access to the software by unaffiliated third parties except as otherwise allowed through an external connector license. Your third party hosting vendor must agree to be bound by these software license terms.
c. License Grant for Templates. You may copy and use templates provided with the software and identified for such use in documents and projects that you create. You may distribute those documents and projects noncommercially.
d. Modification Disclaimer. You may modify the software only as necessary to use it for your internal business purposes if you received it in source code form or you or any third party acting on your behalf have licensed tools from Microsoft that allow you or that third party acting on your behalf to modify the object code form. You agree that Microsoft is not responsible for any problems that result from modifications made by you, a partner, or any other third party acting on your behalf, or any problems that are caused by third party hardware or software. Microsoft does not, and will not have any obligation to, provide technical or other support for any modifications made by you, a partner or any other third party. Microsoft does not make any representation, endorsement, guaranty or assurance of the suitability of the software for your business, the suitability of the partner or any other third party to create modifications or to implement the modifications or the software, or that any modification created, implemented, supported and/or serviced by, for or on behalf of you or any third party will meet your business needs or operate successfully with the software. Microsoft and its partners are independent entities and Microsoft is not liable for nor bound by any acts of such business partners.
e. Additional Functionality. Microsoft may provide additional functionality for the software. Other license terms and fees may apply.
f. Complex Software. The software is complex computer software. Its performance will vary depending on your hardware platform, software interactions, the configuration of the software and other factors. The software is neither fault tolerant nor free from errors, conflicts or interruptions.
g. Restrictions related to the use of SQL Server 2008 Components. The software is accompanied by Microsoft SQL Server software components, which are licensed under the terms of the respective SQL Server licenses located at go.microsoft.com/fwlink/?LinkID=208649. You may only use these components in conjunction with the software licensed here. If you do not agree to the SQL Server license(s), you may not use the respective components.
h. Restrictions related to the use of Windows Identity Foundation. The software contains Microsoft Windows Identity Foundation (KB974405) software (WIF). This software is part of Windows. You may use WIF with each validly licensed copy of Windows. You may not use WIF if you do not have a license for Windows. Privacy statement: go.microsoft.com/fwlink/?LinkId=164072.
7. INTERNET-BASED SERVICES. Microsoft provides Internet-based services with the software. Microsoft may change or cancel them at any time.
a. Consent for Internet-Based Services. Certain features in the software may connect to Microsoft or third party service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. You may switch off these features or not use them. For more information about these features, see the software documentation. By using these features, you consent to the transmission of this information. Microsoft does not use the information to identify or contact you.
b. Computer Information. Certain features in the software use Internet protocols, which send to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser, name and version of the software you are using, and the language code of the device where you installed the software. Microsoft uses this information to make the Internet-based services available to you. Some of these features include, but are not limited to,
• Web Content Features. Features in the software can retrieve related content from Microsoft and provide it to you. To provide the content, these features send to Microsoft the type of operating system, name and version of the software you are using, type of browser and language code of the device where you installed the software. Examples of these features are clip art, templates, online training, online assistance and Appshelp. You may choose not to use these web content features.
c. Use of Information. Microsoft may use the device information, error reports, and malware reports to improve our software and services. We may also share it with others, such as hardware and software vendors. They may use the information to improve how their products run with Microsoft software.
d. Misuse of Internet-based Services. You may not use these services in any way that could harm them or impair anyone else’s use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.
8. BENCHMARK TESTING. You must obtain Microsoft’s prior written approval to disclose to a third party the results of any benchmark test of the software.
9. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. Microsoft reserves all other rights. Unless applicable law or a separate written contract with Microsoft gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may only use the software for your internal business purposes. You may not
• work around any technical limitations in the software;
• reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation;
• make more instances of the software than specified in this agreement or allowed by applicable law, despite this limitation;
• publish the software for others to copy;
• rent, lease or lend the software; or
• use the software for commercial software hosting services.
Your rights to use the software are perpetual but may be revoked if you or your affiliates do not comply with the terms of this agreement. Rights to access the server software do not give you any right to implement Microsoft patents or other Microsoft intellectual property in software or devices that access the server.
10. BACKUP COPY. You may make multiple copies of the software for backup, development and testing purposes, so long as such copies are not used in production and the development is for your internal use only. Your backup copies may be hosted by a third party on your behalf. You may use copies only to create instances of the software.
11. FAIL-OVER RIGHTS. You may run multiple passive fail-over instances of your ERP solution for temporary support.
12. LICENSE TRANSFER. You may not transfer the software to a third party without Microsoft’s prior written consent. If permitted, there may be additional charges for transferring the software to a third party.
13. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the software documentation for your internal, reference purposes.
14. ACADEMIC EDITION SOFTWARE. You must be a “Qualified Educational User” to use software marked as “Academic Edition” or “AE.” If you do not know whether you are a Qualified Educational User, visit www.microsoft.com/education or contact the Microsoft affiliate serving your country.
15. DOWNGRADE. Instead of installing the software, you may install and use an earlier version. If you licensed the software under the Server + Client Access License Model, you have no rights to use earlier versions. This agreement applies to your use of the earlier version. If the earlier version includes different components, any terms for those components in the agreement that comes with the earlier version apply to your use of them. Microsoft is not obligated to supply earlier versions to you. At any time, you may replace an earlier version with this version of the software.
16. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. For additional information, see www.microsoft.com/exporting.
17. SUPPORT SERVICES. Microsoft provides support and maintenance services for the software as described at www.microsoft.com/en-us/dynamics/service-plans.aspx.
18. LOCALIZATION AND TRANSLATION. Microsoft provides localizations and translations for the software as described at www.microsoft.com/en-us/dynamics/localization-translation.aspx. In certain geographic regions, the software together with the related user documentation may be translated and/or localized, to conform to applicable regulatory requirements by a partner. Use of such partner-translated and/or localized software is governed by the terms of the applicable customer acknowledgement agreement between the partner and the customer, and the software license agreement that accompanies such localized or translated software. These license terms do not apply to such partner-localized and/or translated software.
19. THIRD PARTY NOTICES. The software may include third party code that Microsoft, not the third party, licenses to you under this agreement. Notices, if any, for the third party code are included for your information only. Microsoft’s service and support obligations, if any, apply only to the unmodified third party code running on ASP.NET.
20. ENTIRE AGREEMENT. This agreement (including the warranty below), and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the software and support services.
21. APPLICABLE LAW.
a. United States. If you acquired the software in the United States, Washington state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you are located govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.
b. Outside the United States. If you acquired the software in any other country, the laws of that country apply.
c. Attorneys’ Fees and Costs. If you or Microsoft files a lawsuit, brings an action or otherwise pursues a claim against the other in connection with or arising out of this agreement or the software, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses (including any appeal).
22. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.
23. DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS. Microsoft will defend you against any claims made by an unaffiliated third party that the software infringes its patent, copyright or trademark or misappropriates its trade secret, and will pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents).
You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance in defending the claim, and Microsoft will reimburse you for reasonable out of pocket expenses that you incur in providing that assistance. The terms “misappropriation” and “trade secret” are used as defined in the Uniform Trade Secrets Act, except in the case of claims arising outside the United States, in which case “misappropriation” will mean intentionally unlawful use and “trade secret” will mean “undisclosed information” as specified in Article 39.2 of the TRIPs agreement.
Our obligations will not apply to the extent that the claim or adverse final judgment is based on (i) your use of the software after Microsoft notifies you to discontinue use due to such a claim; (ii) your combining the software with a nonMicrosoft product, data or business process including third party add-ons or programs; (iii) damages attributable to the value of the use of a non-Microsoft product, data or business process; (iv) your altering or modifying the software, including any modifications by third parties; (v) your distribution of the software to, or its use for the benefit of, any third party; (vi) your use of Microsoft trademark(s) without express written consent to do so; or (vii) for any trade secret claim, your acquiring a trade secret (a) through improper means; (b) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (c) from a person (other than Microsoft or its affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret. You will reimburse us for any costs or damages that result from these actions.
If Microsoft receives information concerning an infringement or misappropriation claim related to the software, Microsoft may, at its expense and without obligation to do so, either (i) procure for you the right to continue to run the software, or (ii) modify the software or replace it with a functional equivalent, to make it non-infringing, in which case you will stop running the software immediately. If, as a result of an infringement or misappropriation claim, your use of the software is enjoined by a court of competent jurisdiction, Microsoft will, at its option, either procure the right to continue its use, replace it with a functional equivalent, modify it to make it non-infringing, or refund the amount paid and terminate this license.
If any other type of third party claim is brought against you regarding Microsoft’s intellectual property, you must notify us promptly in writing. Microsoft may, at its option, choose to treat these claims as being covered by this section. This section provides your exclusive remedy for third party infringement and trade secret misappropriation claims.
24. LIMITATION ON AND EXCLUSION OF DAMAGES. You can recover from Microsoft and its suppliers only direct damages up to the amount you paid for the software except for claims covered by Section 23. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages.
This limitation applies to
• anything related to the: (i) software, (ii) services, (iii) content (including code) on any third party Internet sites, or (iv) third party programs; and
• claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, loss of data, damage to records or data, loss of goodwill, loss as a consequence of a business interruption or any other tort to the extent permitted by applicable law.
It also applies even if
• repair, replacement or a refund for the software does not fully compensate you for any losses; or
• Microsoft knew or should have known about the possibility of the damages.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
25. SELF-AUDIT
The software includes features that identify the number of users accessing the ERP solution, access rights and tasks run by each user compared to the licenses acquired by you (access and usage report). You must run the access and usage report using the latest version of the usage report tool at least once a year starting from the date you first license the software. You may voluntarily share the results of the access and usage report with Microsoft or any other third party, but you are not required to do so except if required under section 26(a) below.
26. VERIFYING COMPLIANCE.
a. Right to verify compliance. You are required to keep records (including proof of purchase) relating to the software you and your affiliates use under this agreement. Microsoft has the right to verify compliance with this agreement, at Microsoft’s expense. You agree to provide reasonable cooperation in the event of a compliance audit. Microsoft may request that you grant your consent to allow access to the access and usage report as a tool in conducting the audit.
b. Verification process and limitations. To verify compliance, Microsoft will engage an independent accountant from an internationally recognized public accounting firm, which will be subject to a confidentiality obligation. Verification will take place upon not fewer than 30 days’ notice, during normal business hours and in a manner that does not interfere unreasonably with your operations. As an alternative, Microsoft can require you to complete Microsoft’s self-audit questionnaire relating to the software you and any of your affiliates use under this agreement, but reserves the right to use a verification process as set out above.
c. Verification frequency. If Microsoft undertakes verification and does not find material unlicensed use (license shortage of 5% or more), Microsoft will not undertake another verification of the same entity for at least one year.
d. Use of Results. Microsoft and Microsoft’s auditors will use the information obtained in compliance verification only to enforce Microsoft’s rights and to determine whether you are in compliance with the terms of this agreement. By invoking the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other means permitted by law.
e. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use, you must promptly order sufficient licenses to cover your use. If material unlicensed use is found, you must reimburse Microsoft for the costs Microsoft has incurred in verification and acquire the necessary additional licenses at single retail license cost within 30 days.
f. IP Protection Features. The software may enable third party intellectual property protection features (IP Protection Features) that restrict your access to third party solutions you use, but that are not included with the software. Your use of such third party solutions is governed by the license terms that accompany those solutions. You agree that Microsoft is not responsible for any failures or problems associated with such IP Protection Features. Microsoft does not, and will not, have any obligation to provide technical or other support for such IP Protection Features. Microsoft does not make any representation or warranty with regards to the functionality associated with those IP Protection Features.
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LIMITED WARRANTY
A. LIMITED WARRANTY. The software will perform substantially as described in the original user documentation Microsoft provides for the software.
B. TERM OF WARRANTY; WARRANTY RECIPIENT; LENGTH OF ANY IMPLIED WARRANTIES. The limited warranty covers the software for one year after acquired by you. If you receive supplements, updates, or replacement software during that year, they will be covered for the remainder of the warranty or 30 days, whichever is longer.
To the extent permitted by law, any implied warranties, guarantees or conditions last only during the term of the limited warranty. Some jurisdictions do not allow limitations on how long an implied warranty, guarantee or condition lasts, so these limitations may not apply to you.
C. EXCLUSIONS FROM WARRANTY. This warranty does not cover problems caused by your acts (or failures to act), the acts (or failures to act) of others, including but not limited to, modifications or implementations made by you, a partner, or any other third party acting on your behalf, or events beyond Microsoft’s reasonable control.
D. REMEDY FOR BREACH OF WARRANTY. Microsoft will repair or replace the software at no charge. If Microsoft cannot repair or replace it, Microsoft will refund up to the amount your partner paid for the software to Microsoft. It will also repair or replace supplements, updates and replacement software at no charge. If Microsoft cannot repair or replace them, it will refund up to the amount Microsoft charged for them, if any. You must uninstall the software and return any media and other associated materials to Microsoft with proof of purchase to obtain a refund. These are your only remedies for breach of the limited warranty.
E. CONSUMER RIGHTS NOT AFFECTED. You may have additional consumer rights under your local laws, which this agreement cannot change.
F. WARRANTY PROCEDURES. You need proof of purchase for warranty service, if the licenses you claim covered by the warranty are not reflected in Microsoft’s internal records. To make a claim under this warranty, you should contact your partner. If your partner is unable to assist you, please contact Microsoft at
1. United States and Canada. For warranty service for software acquired in the United States and Canada, contact Microsoft at
• (800) MICROSOFT; or
• Microsoft Customer Service and Support, One Microsoft Way, Redmond, WA 98052-6399.
2. Europe, Middle East and Africa. For warranty service for software acquired in Europe, the Middle East or Africa, Microsoft Ireland Operations Limited makes this limited warranty. Please contact Microsoft at
• Microsoft Ireland Operations Limited, Customer Care Centre, Atrium Building Block B, Carmanhall Road, Sandyford Industrial Estate, Dublin 18, Ireland; or
• the Microsoft affiliate serving your country (see www.microsoft.com/worldwide.
3. Outside United States, Canada, Europe, Middle East and Africa. If you acquired the software outside the United States, Canada, Europe, the Middle East and Africa, contact the Microsoft affiliate serving your country (see www.microsoft.com/worldwide).
G. NO OTHER WARRANTIES. The limited warranty is the only direct warranty from Microsoft. Microsoft gives no other express warranties, guarantees or conditions. Where allowed by your local laws, Microsoft excludes implied warranties of merchantability, fitness for a particular purpose and non-infringement. If your local laws give you any implied warranties, guarantees or conditions, despite this exclusion, your remedies are described in the Remedy for Breach of Warranty clause above, to the extent permitted by your local laws.
H. LIMITATION ON AND EXCLUSION OF DAMAGES FOR BREACH OF WARRANTY. The Limitation on and Exclusion of Damages clause above applies to breaches of this limited warranty.
This warranty gives you specific legal rights, and you may also have other rights which vary from state to state or country to country.